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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-2
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
__________________
Commission File Number 0-1339
______
OREGON METALLURGICAL CORPORATION
(Exact name of registrant as specified in its charter)
Oregon 93-0448167
_______________________________ ______________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
530 West 34th Avenue, Albany, Oregon 97321
____________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 967-9000
NONE
______________________________________________________
(Former name or address, if changed since last report)
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EXPLANATORY NOTE
This Form 10-Q/A-2 contains only Item 6 and Exhibit 10. This filing is
being made solely for the purpose of amending those items.
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PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
________________________________
A. EXHIBITS
10 Sales agreement with RMI Titanium Company, dated
August 8, 1994.**
B. FORMS 8-K
1. The Company filed a Form 8-K, dated October 4, 1994,
reporting the acquisition of the Distribution Group of
Titanium Industries, Inc. No financial statements filed.
2. The Company filed a Form 8-K/A, dated November 2, 1994,
which amended certain information in the Form 8-K, dated
October 4, 1994.
** Confidential treatment has been requested
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to the report to be signed on its
behalf by the undersigned thereunto duly authorized.
OREGON METALLURGICAL CORPORATION
Registrant
Date: August 15, 1996 /s/ Dennis P. Kelly
____________ ________________________________
Dennis P. Kelly
Vice President, Finance and
Chief Financial Officer*
*Signing on behalf of the Registrant and as
Chief Accounting Officer
PRIVILEGED AND CONFIDENTIAL
SALES AGREEMENT
THIS SALES AGREEMENT ("Agreement"), made and entered the 8th day of
August, 1994, by and between RMI TITANIUM COMPANY, an Ohio corporation with
an office at 1000 Warren Avenue, Niles, Ohio 44446 (hereinafter referred to
as "RMI"), and OREGON METALLURGICAL CORPORATION, an Oregon corporation with
an office at 530 Southwest 34th Avenue, Albany, Oregon 97321-0177
(hereinafter referred to as "OREMET"). This Agreement supersedes in its
entirety the Sales Agreement of February 26, 1992, between RMI and OREMET.
W I T N E S S E T H:
WHEREAS, OREMET is capable of producing Titanium Product Grade Sponge
("Titanium Sponge") from Titanium Tetrachloride ("TiC14") and has offered to
sell Titanium Sponge and plasma electrodes to RMI hereunder; and
WHEREAS, RMI requires a supply of Titanium Sponge and desires to
purchase Titanium Sponge from OREMET, and may wish to purchase plasma
electrodes;
NOW, THEREFORE, in consideration of the mutual agreements, and subject
to the terms, conditions and other provisions herein contained, RMI and
OREMET, intending to be legally bound, hereby agree as follows.
ARTICLE 1 - RMI Deliveries
__________________________
1.1 During the term of this Agreement, RMI will make available and
cause to be delivered to OREMET TiC14, (which shall
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meet the specifications set forth in Exhibit A, attached hereto and made a
part hereof), in the quantities (calculated at the conversion ratio specified
in Section 3.1 hereof) and at such times as shall enable OREMET to produce
therefrom, at its titanium sponge plant with equipment and facilities at
Albany, Oregon ("OREMET's Facilities"), the quantities of Titanium Sponge,
(which shall meet the specifications and addenda set forth in Exhibit B,
attached hereto and made a part hereof) which RMI has agreed to purchase and
may order from OREMET pursuant to this Agreement. The two categories of
Titanium Sponge described in the specifications shall be delivered by OREMET
in the following ratios: ** minimum will be premium sponge per M-130-OR;
and the balance will be non-premium sponge per M-131-OR, unless otherwise
agreed to by the parties.
1.2 Subject to Section 3.1, RMI shall cause the TiCl4 to be delivered
to OREMET F.O.B. OREMET's Facilities, in accordance with Section 4.1. The
precise delivery point at such Facilities and the terms and conditions of
delivery, measurement, and sampling, and methods of analysis of TiCl4
delivered by RMI, shall be as agreed between RMI and OREMET, and as set forth
in Exhibit C, attached hereto and made a part hereof. OREMET shall have the
right to reject any TiCl4 delivered by RMI which does not meet the
specifications set forth in Exhibit A, such rejection to be accomplished by
stopping the delivery of such TiCl4 at said delivery point and giving RMI
notice hereof, and unless OREMET so rejects such TiCl4, it shall be deemed to
have met such specifications. If OREMET rejects any such non-
** CONFIDENTIAL TREATMENT REQUESTED.
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specification TiCl4 delivered by RMI, OREMET shall promptly commence, subject
to RMI's agreement, consumption of equivalent quantities of TiCl4 in the
production of Titanium Sponge for RMI hereunder from other sources available
to OREMET, and not necessary for the production of other products or Titanium
Sponge for other customers of OREMET, to the extent of such availability. In
the event the price of such TiCl4 from other sources varies from OREMET's
current TiCl4 price, then RMI agrees to reimburse OREMET, or will be credited
by OREMET for such price variances. OREMET shall continue such consumption
from other sources as long as available until RMI is able to resume
furnishing TiCl4 meeting the specifications of Exhibit A. RMI shall replace
in kind the quantities of OREMET's TiCl4 so consumed by OREMET in the
production of Titanium Sponge for RMI, such replacement to be at the
conversion ratio provided for in Section 3.1 hereof. OREMET may use TiCl4
delivered by RMI for purposes other than production of Titanium Sponge for
RMI hereunder, provided OREMET contemporaneously furnishes in substitution
therefor a like quantity and quality (specifications) of TiCl4 and does not
thereby delay promised deliveries to RMI.
1.3 (a) OREMET shall, at its sole cost and expense, provide, commit
and maintain at all times during the term of this Agreement adequate labor,
materials, facilities, appurtenances and equipment for the receipt and
handling of TiCl4, the production, storage, handling, inspection and delivery
of Titanium Sponge, and for the satisfactory performance of this
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Agreement, including, but not limited to, adequate production capacity,
storage tanks, piping, pumps, hoses, railroad tracks, loading and unloading
facilities for rail cars and trucks. OREMET agrees not to undertake any
liquidation or reduction of its total capacity at OREMET's Facilities at any
time which would impair OREMET's capability to timely and satisfactorily
perform under this Agreement.
1.3 (b) In the event OREMET fails to provide, commit and maintain
adequate labor, materials, facilities, appurtenances and equipment as
required by Section 1.3(a) above, OREMET shall have no liability to RMI for
consequential or special damages; provided, however, that OREMET agrees to
defend, indemnify and save harmless RMI from and against any and all
liabilities arising under (i) Titanium Tetrachloride Agreement, dated March
9, 1993, and (ii) Chlorine Agreement, dated March 9, 1993, each between RMI
and SCM Chemicals, Inc., copies of which are or will be publicly available in
RMI's file at the Securities and Exchange Commission.
1.4 OREMET shall provide RMI timely and routine transmission of
applicable information with respect to specific receipts and shipments, by
such means, and as reasonably requested by RMI.
1.5 All data and information shared and transmitted between OREMET and
RMI with respect to the quantities, quality, status, the order volumes,
charges and RMI's delivery requirements and the nature, scope, production
volumes, processes and methods and charges with respect to OREMET's
performance
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hereunder are deemed confidential proprietary information of RMI and OREMET,
respectively (hereinafter called "Proprietary Information"). Neither RMI nor
OREMET shall disclose, and each shall take all reasonable steps necessary to
prevent any of their respective employees, agents or contractors, or any
other person acting on their behalf from disclosing, Proprietary Information
to any third party, except as may be authorized in writing by the other
party. RMI and OREMET agree to use Proprietary Information only for the
purposes contemplated in this Agreement. In addition, RMI and OREMET
consider this Agreement and all of its terms and conditions to be
confidential. Each party agrees not to disclose this Agreement or parts
hereof to third parties without the prior express written consent of the
other, which consent shall not be unreasonably withheld, except as shall be
required by securities, accounting or other applicable laws or regulations.
ARTICLE 2 - Quantity-Estimates-Orders
_____________________________________
2.1 During each of calendar years 1994, 1995 and 1996, OREMET agrees to
deliver, subject to the limitations contained in this Section 2.1, such
quantities of Titanium Sponge as RMI may order (as set forth in specific
Purchase Orders issued to OREMET) hereunder from a minimum each such calendar
year of ** (subject to adjustment as provided below), up to a maximum each
such calendar year of 7.0 million pounds. OREMET will make all reasonable
efforts to accommodate the sponge requirements of RMI; however, OREMET will
not be obligated to increase the quantity of Titanium Sponge supplied in any
calendar quarter by
** CONFIDENTIAL TREATMENT REQUESTED.
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more than ** pounds over the quantity of Titanium Sponge ordered by RMI
in accordance with this Agreement in the immediately preceding calendar
quarter. There shall be credited against RMI's obligation to purchase the
minimum quantity of Titanium Sponge set forth above in each calendar year the
actual amount of Titanium Sponge contained in any quantities of plasma
electrodes which RMI may purchase from OREMET during such calendar year;
provided, however, that such plasma electrodes shall not be deemed to
constitute Titanium Sponge, as herein defined for any other purpose under
this Agreement. Plasma electrodes shall meet such specifications as the
parties may agree upon (the "Plasma Specifications"). Oremet shall not be
obligated to deliver more than ** of plasma electrodes per calendar year.
In the event that RMI purchases in any of calendar year 1994, 1995 or 1996,
less than the minimum quantity of Titanium Sponge specified above, **
2.2 At least ninety (90) days prior to each calendar year during the
term of this Agreement, beginning with calendar year 1995, RMI, shall give
OREMET a written notice setting forth RMI's best estimate of the quantity of
Titanium Sponge which RMI anticipates it will purchase from OREMET during the
following calendar year. Such notice shall be given solely to assist OREMET
in its preliminary planning, and shall not constitute a commitment by RMI for
such quantity, nor shall such notice
** CONFIDENTIAL TREATMENT REQUESTED.
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constitute notice of RMI's election to exercise any of its options set forth
in Section 5.2(a) hereof.
2.3 At least thirty (30) days prior to each calendar quarter during the
term of this Agreement, RMI, for planning purposes, shall give OREMET its
estimated quantity of Titanium Sponge to be purchased from OREMET during the
next succeeding quarter. Such estimated quantity shall be given solely to
assist OREMET in its production planning, and shall not constitute a
commitment by RMI for such quantity, nor shall such notice constitute notice
of RMI's election to exercise any of its Option.
2.4 RMI agrees that all Titanium Sponge purchased by RMI pursuant to
this Agreement is for RMI's use (direct and indirect) in its manufacturing
processes and shall not be sold by RMI to third parties.
ARTICLE 3 - Ratios and Inventory Reporting
__________________________________________
3.1 For each pound of Titanium Sponge to be delivered by OREMET to RMI
or used in the production of plasma electrodes purchased by RMI hereunder,
RMI will supply to OREMET ** of TiCl4, provided that OREMET shall not be
required to produce and deliver Titanium Sponge or plasma electrodes to RMI
until it has received the required quantity of TiCl4, except as set forth in
Section 1.2 hereof. With respect to such quantities of TiCl4 received
hereunder by OREMET, OREMET shall grant RMI credits against the Titanium
Sponge and, to the extent of the Titanium Sponge contained therein, the
plasma electrodes, purchased by RMI
** CONFIDENTIAL TREATMENT REQUESTED.
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hereunder. Such credits and procedures relating thereto, shall be as agreed
upon by the parties hereto.
ARTICLE 4 - Deliveries
______________________
4.1 TiCl4 furnished by RMI hereunder shall be delivered to OREMET
F.O.B. OREMET's Facilities. OREMET shall deliver the Titanium Sponge
produced hereunder and any plasma electrodes to RMI F.O.B. RMI's Facility in
Niles, Ohio, in such quantities subject to the limitations contained in
Section 2.1 hereof and at times as RMI shall request. Such deliveries to RMI
shall be by truck. Titanium Sponge and plasma electrodes delivery procedures
will be reasonably established by RMI. RMI will provide its bins at no
charge for use during the term of this Agreement. RMI agrees, in order to
avoid potential contamination from other sources, that the bins it will
provide will be used exclusively for shipment and storage of OREMET produced
Titanium Sponge. OREMET will be responsible for shipping empty bins back to
OREMET's facilities. Each company is responsible for insuring the bins are
in a serviceable condition when they leave their respective plants. Rail
cars and trucks shall be provided or arranged for by OREMET at OREMET's
expense. OREMET warrants to RMI that transportation equipment provided or
arranged for by OREMET will be proper and fit for carrying Titanium Sponge
and plasma electrodes. OREMET will inspect such equipment for the sole
purpose of avoiding contamination of the Titanium Sponge and plasma
electrodes and may refuse to load any equipment if it believes the quality of
Titanium Sponge and plasma electrodes will be prejudiced or any unsafe
condition will exist.
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4.2 OREMET warrants title to the Titanium Sponge and plasma electrodes;
that the Titanium Sponge when and as delivered to RMI hereunder shall meet
the specifications and addenda set forth in Exhibit B hereto; and that the
plasma electrodes shall meet the Plasma Specifications. With respect to
OREMET's warranty of the Titanium Sponge and plasma electrodes, OREMET is
excluded from liability for consequential and special damages. RMI warrants
title to the TiCl4 and that the TiCl4 when delivered to OREMET shall meet the
specifications set forth in Exhibit A hereto.
4.3 OREMET shall furnish RMI with a certificate of analysis with
respect to each shipment of Titanium Sponge. OREMET will furnish RMI with
the blending documentation for each plasma electrode delivery to RMI.
4.4 If, on the date upon which termination of this Agreement is
effective, quantities of TiCl4 delivered by RMI and Titanium Sponge by OREMET
(including any Titanium Sponge contained in any plasma electrodes delivered
by Oremet) are not balanced by application of the ratio set forth in Section
3.1, the party which has delivered the greater quantity shall receive from
the other within ninety (90) days, the amount of the other material necessary
to correct the imbalance, unless the imbalance is less than a truckload
quantity in the case of Titanium Sponge and a rail car load quantity in the
case of TiCl4, in which case the party which has delivered the greater
quantity shall receive a cash payment from the other for the quantity of
Titanium Sponge
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or TiC14 by which they are so out of balance at the current respective market
price.
4.5 OREMET shall be liable for all truck detention and/or rail
demurrage arising out of delays to carrier equipment at OREMET's Facilities
on shipments of TiC14, Titanium Sponge, plasma electrodes, bins or chlorine
originating at or terminating at OREMET's Facilities which are due to the
fault of OREMET.
4.6 For each pound of Titanium Sponge delivered to RMI or contained in
any plasma electrodes purchased by RMI hereunder, RMI shall also be
responsible for the disposal or sale of ** pounds of chlorine, F.O.B.
OREMET's Facilities.
4.7 All TiCl4 shall be shipped by RMI to OREMET via RMI rail tank cars
which RMI covenants shall be maintained in safe working order and comply with
all applicable regulations. Risk of loss and title to all TiCl4 shall be
with RMI to point of destination, Albany, Oregon whereupon risk of loss and
title thereto shall pass to OREMET. All maintenance costs incurred by OREMET
on RMI cars at the Albany plant will be billed to RMI at OREMET's cost.
4.8 All chlorine shall be shipped by OREMET via RMI rail tank cars
which RMI covenants shall be maintained in safe working order and comply with
all applicable regulations. Risk of loss and title to all chlorine shall be
with OREMET until the point where the rail car leaves OREMET, whereupon risk
of loss shall pass to RMI. All maintenance costs incurred by OREMET on RMI
cars at the Albany plant will be billed to RMI at OREMET's cost.
** CONFIDENTIAL TREATMENT REQUESTED.
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4.9 RMI has an obligation until December 31, 1995 to supply 4 tank cars
(180,000 pounds each) of chlorine each calendar month to a third party.
Until December 31, 1995, if the quantity of chlorine due RMI by virtue of
paragraph 4.6 above is less than the quantity needed to satisfy the third
party requirement of RMI, Oremet will provide the shortfall, up to a limit of
180,000 pounds per calendar month, at a cost to RMI equal to the price paid
by the third party.
4.10 OREMET and RMI agree to mutually cooperate in the disposition of
chlorine to determine the most economical handling for their mutual cost or
benefit, in accordance with their Revenue Sharing Agreement, dated June 1,
1993 and as they may otherwise agree.
ARTICLE 5 - Charges - Payment, Extension of Term
________________________________________________
5.1 RMI shall pay OREMET, for each pound of Titanium Sponge delivered
to RMI pursuant to this Agreement after August 31, 1994 and before January 1,
1997, a price of ** for each pound so delivered up to ** a price of
** for each pound so delivered in excess of ** and up to ** and a
price of ** for each pound so delivered in excess of ** pounds. RMI
shall pay Oremet in accordance with the Sales Agreement, dated February 26,
1992, for all deliveries of Titanium Sponge prior to September 1, 1994. RMI
shall pay OREMET a price of ** per pound for non-rotor-quality plasma
electrodes, and a price of **
** CONFIDENTIAL TREATMENT REQUESTED.
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** per pound for premium-rotor-quality plasma electrodes, in each case for
each pound of plasma electrodes delivered F.O.B. to RMI, Niles, Ohio,
pursuant to this Agreement in each of calendar years 1994, 1995 and 1996;
provided, however, that the price charged for plasma electrodes delivered in
each such calendar year will be adjusted if the ** The adjustment will be
calculated quarterly and the price charged for plasma electrodes will be
increased by the amount by which the actual average cost of ** or the
price for plasma electrodes will be decreased by the amount by which the
actual average cost ** The price charged for plasma electrodes purchased
hereunder will be ** OREMET to RMI in any calendar year. All payment
terms shall be one percent 15 days, net 30 days after receipt by RMI of
Titanium Sponge or plasma electrodes, as the case may be.
5.2 For each calendar year beginning with calendar year 1997, until the
end of the calendar year 2003, OREMET agrees to sell to RMI certain
quantities of Titanium Sponge in each such year as RMI may order, up to a
maximum of 7.0 million pounds per calendar year. The price for this Titanium
Sponge shall be at RMI's option, either: (a) market price as determined in
the marketplace by reputable suppliers; or (b) the price in effect
** CONFIDENTIAL TREATMENT REQUESTED.
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for 1996 plus appropriate adjustments for changes occurring thereafter in
OREMET's costs (such as electricity, magnesium and labor, not volume
related), as audited. If, in either case, OREMET can demonstrate through
audit that the resulting price is below its total cost to produce, excluding
Selling, General and Administrative Costs (to be determined consistent with
Oremet's current accounting practices), the parties shall negotiate a new
price. If the parties are unable to agree on a new price, RMI shall have no
obligation to purchase any Titanium Sponge under this Agreement.
ARTICLE 6 - Force Majeure
_________________________
6.1 OREMET shall not incur any liability to RMI for delay or failure to
perform any of its obligations hereunder, and RMI shall not incur any
liability to OREMET for delay or failure to perform any of its obligations
hereunder, if such delay or failure is caused by acts of God; war; riot;
fire; explosion; accident; flood; sabotage; lack of adequate fuel, power, raw
materials, labor, containers or transportation facilities; compliance with
governmental requests, laws, regulations, orders or action; breakage or
failure of machinery or apparatus; national defense requirements; or any
other event beyond the reasonable control of such party; or in the event of
labor trouble, strike, lockout or injunction (provided that neither party
shall be required to settle a labor dispute against its own best judgment);
which event makes impracticable the manufacture, transportation, acceptance
or use of a shipment of TiCl4, Titanium Sponge or of materials necessary for
the production of
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Titanium Sponge or plasma electrodes. The party affected by an event of
Force Majeure shall promptly notify the other party hereto, in writing, as to
its commencement and termination. The party so affected shall take
reasonable steps to resume performance hereunder with the least possible
delay.
Upon the occurrence of any such event which prevents the production,
transportation, acceptance or use of a shipment of TiCl4, Titanium Sponge or
of materials necessary for the production of Titanium Sponge or plasma
electrodes, the party so affected shall have the right to suspend or reduce
deliveries or acceptances during the period of such contingency.
(a) TiCl4
_____. If a force majeure affects RMI's ability to deliver TiCl4,
RMI will allocate its available supply of TiCl4 to its own requirements
and otherwise on a fair and reasonable basis. The quantity of TiCl4 not
delivered by reason of this force majeure will be deducted from the
quantity of TiCl4 RMI is required to deliver under this Agreement and
the quantity of Titanium Sponge that OREMET is required to deliver will
be reduced by an amount equal to the amount of TiCl4 not delivered by
RMI divided by ** To the extent that OREMET offers, and RMI accepts
delivery of, Titanium Sponge without receiving the equivalent quantity
of TiCl4, the charge for such Titanium Sponge will be as agreed upon by
the parties hereto.
(b) Titanium Sponge
_______________. If an event of force majeure affects OREMET's
ability to deliver Titanium Sponge from
** CONFIDENTIAL TREATMENT REQUESTED.
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OREMET's Facilities, (1) OREMET will allocate the supply of Titanium
Sponge from OREMET's Facilities to any or all of its customers for sale
and its own requirements and the requirements of its divisions,
subsidiaries and affiliates on a fair and reasonable basis and RMI shall
never receive less than its pro rata share of the available production
capacity for Titanium Sponge based on its actual purchases in the
calendar year in which force majeure is declared; and (2) if the force
majeure results from a shortage of any material necessary for the
production of Titanium Sponge, RMI will have the option to deliver this
material to OREMET in an amount needed to produce the quantity of
Titanium Sponge that OREMET is unable to deliver to RMI as a result of
this force majeure on such terms as RMI and OREMET shall mutually agree.
The quantity of Titanium Sponge not delivered by reason of this force
majeure or shortage will be deducted from the quantity of Titanium
Sponge that OREMET is required to deliver under this Agreement.
ARTICLE 7 - Patents, Technology
_______________________________
7.1 OREMET agrees to protect, defend, indemnify and save harmless RMI
with respect to any claim, action, cost or judgment based upon, arising out
of, or connected with the infringement by OREMET of any adversely held U.S.
patent rights, or the utilization by OREMET of proprietary technology of
others without adequate and proper authorization, in the performance by
OREMET pursuant to this Agreement. RMI shall promptly notify
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OREMET upon learning of any claim or suit involving RMI in which
any of such matters is alleged.
ARTICLE 8 - Term-Termination
____________________________
8.1 The term of this Agreement shall commence effective as of January
1, 1994, and, terminate December 31, 2003.
ARTICLE 9 - Most Favored Nations
________________________________
9.1 If, during the term of this Agreement, OREMET sells Titanium Sponge
to any third party, under substantially similar
circumstances and conditions, at charges and/or upon terms and/or conditions
which are more favorable than those effective pursuant to this Agreement,
then OREMET shall immediately notify RMI, and such more favorable prices,
terms and/or conditions shall apply under this Agreement on and after the
date they are first applied to the third party.
ARTICLE 10 - Independent Contractor-Indemnity
_____________________________________________
10.1 In the performance of OREMET's obligations pursuant to this
Agreement, OREMET shall be acting at all times as an independent contractor
and not as an agent of, or joint venturer with, RMI.
ARTICLE 11 - Amendment and Waiver
_________________________________
11.1 No amendment, modification or waiver of any provision of this
Agreement shall be effective unless in writing, signed by both parties, and
specifically stating it is an amendment, modification or waiver of this
Agreement. Without limiting the meaning of the preceding sentence, none of
the provisions of any documents utilized in the implementation or performance
of this Agreement shall amend or supplement any of
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the provisions of this Agreement. Any waiver by either party of any
provisions or condition of this Agreement shall not be construed or deemed to
be a waiver of any other provision or condition of this Agreement, nor a
waiver of a subsequent breach of the same provision or condition.
ARTICLE 12 - Assignment
_______________________
12.1 Neither party may assign or otherwise transfer any of its rights,
nor delegate the performance of its obligations under this Agreement without
the prior written consent of the other party, which consent will not be
unreasonably withheld, and any attempted assignment, transfer or delegation
without such consent shall be void and of no effect; except that either party
hereto may, without such consent of the other party, assign its rights and
delegate the performance of its obligations to any subsidiary or affiliated
company of which at least 50% of the outstanding capital stock entitled to
vote for the election of directors is owned by such party. If either party
assigns its rights and delegates the performance of its obligations to such
subsidiary or affiliated company, such party shall guarantee the performance
of such subsidiary or affiliated company.
12.2 Subject to the provisions of Section 13.1 hereof, this Agreement
shall inure to the benefit of, and be binding upon, the parties hereto and
their respective successors and assigns.
ARTICLE 13 - Notices
____________________
13.1 Any notice, statement, estimate or other communication required or
permitted to be given under this
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Agreement shall be in writing and shall be deemed to have been sufficiently
given if delivered by hand or deposited in the United States mails, postage
prepaid, registered or certified, addressed as follows:
If to OREMET, addressed to:
Oregon Metallurgical Corporation
P. O. Box 580
530 Southwest 34th Avenue
Albany, OR 97321-0177
Attn: President
If to RMI, addressed to:
RMI Titanium Company
1000 Warren Avenue
Niles, OH 44446
Attn: President
or to such other address or addresses as may be specified from time to time
in a written notice given by such party to the other hereunder. Both parties
agree to acknowledge receipt of any notice delivered in person.
ARTICLE 14 - Controlling Law
____________________________
14.1 The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Oregon.
ARTICLE 15 - Headings
_____________________
15.1 Headings as to the contents of particular Articles of this
Agreement are provided for convenience only and are in no way to be construed
as part of this Agreement or as a limitation of the scope of the particular
paragraphs to which they refer.
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ARTICLE 16 - Specific Performance
_________________________________
16.1 OREMET acknowledges that the Titanium Sponge is absolutely
essential to RMI's operations.
ARTICLE 17 - Entire Agreement: Effective Date
_____________________________________________
17.1 This Agreement, the Exhibits attached hereto and the parties'
Revenue Sharing Agreement, dated June 1, 1993, set forth the entire agreement
and understanding between the parties hereto as to the subject matter hereof
and supersedes all prior discussions between the parties hereto in relation
thereto. Neither of the parties hereto shall be bound by any terms,
conditions, definitions, warranties and/or representations with respect to
the subject matter of this Agreement, otherwise than as expressly provided
herein or as set forth in an amendment subsequent to the effective date
hereof specifically stating that it amends this Agreement and signed by
authorized representatives of each of the parties hereto. The parties
recognize that, for administrative purposes, documents, such as purchase
orders, acknowledgments, invoices and similar documents, may be used during
the time this Agreement is in force; in no event shall any term or condition
contained in any such administrative documents be interpreted as amending or
modifying the terms of this Agreement, whether such administrative documents
are signed or not.
This Agreement shall be deemed by the parties to be effective as of
January 1, 1994, except as otherwise provided herein.
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ARTICLE 18 - Compliance with Law
________________________________
18.1 RMI and OREMET shall be responsible for compliance with all
applicable Federal, State and local laws, ordinances and regulations
applicable to the subject matter covered hereunder and each party shall
indemnify and save the other party harmless from any and all liability
arising from the other party's non-compliance with any such laws, ordinances
and regulations.
ARTICLE 19 - Curtailment of RMI's Requirements
______________________________________________
19.1 In the event that RMI's requirements for Titanium Sponge are
suspended or significantly curtailed by reason of a shutdown or substantial
curtailment of production at RMI's Niles Facility, RMI shall give OREMET at
least three (3) months written notice prior to the commencement of such
suspension or curtailment of Titanium Sponge deliveries.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
ATTEST: OREGON METALLURGICAL CORPORATION
By: By:
______________________ ______________________________
ATTEST: RMI TITANIUM COMPANY
By: By:
______________________ ______________________________
20
<PAGE>
EXHIBIT A
TITANIUM TETRACHLORIDE SPECIFICATIONS
_____________________________________
Color: Water white to light straw yellow
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Chemistry:
Chlorine (Elemental) None
Titanium Tetrachloride Min. 99.8 per cent
Iron Max. 25 ppm
Vanadium Max. 25 ppm
Carbon Max. 40 ppm
Silicon Max. 10 ppm
Chromium Max. 25 ppm
Nickel Max. 25 ppm
Aluminum Max. 25 ppm
Tin, Copper and Manganese Max. 100* ppm
Nitrogen Max. 10 ppm
*As a group, 50 ppm maximum any individual element
</TABLE>
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 PURCHASE SPECIFICATION
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC OMC-8918
REV. A
ISSUED 11/30/76
REVISED 2/12/92
PAGE 1 OF 3
TITLE: TITANIUM TETRACHLORIDE (TiCl4)
1. SCOPE:
1.1 This specification covers titanium tetrachloride used in the
production of titanium sponge.
2. COLOR:
2.1 The acceptable color of TiCl4 will be water white to light straw
yellow.
3. CHEMICAL COMPOSITION:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Chlorine None
TiCl4 99.8 Percent Min.
Iron 25 PPM Max.
Vanadium 25 " "
Silicon 10 " "
Chromium 25 " "
Nickel 25 " "
Aluminum 25 " "
Nitrogen 10 " "
Sn, Cu, Mn: Total 100 " "
</TABLE>
4. QUALITY:
4.1 Vendor shall be responsible for establishing and using sampling
procedures and methods for chemical analysis to afford reliable
assurance of the acceptable quality levels.
5. SHIPMENT:
5.1 Shipment and containers will be as specified by the contract or its
revisions.
6. REPORTS:
6.1 A report of actual chemical analysis or a certificate indicating
conformance to the requirements of this specification, which should
include chemical values of actual control check analyses taken
during production are acceptable.
6.2 A copy of the above report, with the shipment data, must be sent to
attention:
Purchasing Agent
Oregon Metallurgical Corporation
P.O. Box 580
Albany, OR 97321
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 PURCHASE SPECIFICATION
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC OMC-8918
REV. A
ISSUED 11/30/76
REVISED 2/12/92
PAGE 2 OF 3
TITLE: TITANIUM TETRACHLORIDE (TiCl4)
APPROVED: /s/ Al Fella
_____________________________
Al Fella
Manager, Planning & Materials
APPROVED: /s/ J. P. Laughlin
_____________________________
John P. Laughlin
Director, Metallurgy &
Quality Assurance
<PAGE>
SPECIFICATION EXHIBIT B
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED PREMIUM TITANIUM SPONGE - OREMET
SPECIFICATION NO. M-130-OR
DATE ISSUED 9/20/87
DATE REVISED 10/08/91
DATE REVISED
PURPOSE:
_______ The specification details the requirements to be met for the
purchase of titanium sponge for premium grade applications.
1.0 GENERAL:
_______
1.1 Definitions:
___________
1.1.1 Sponge blend A homogeneous mixture of more than
one sponge run (batch lot of sponge).
1.1.2 Sponge run (lot) A single homogeneous sponge batch not
blended with any other sponge batch.
* 1.1.3 Sponge size -1/2 inch to +20 mesh, 98% minimum.
2.0 CHEMISTRY: As listed in Table I
_________
* 2.1 Sponge not meeting these chemistry limits but meeting the
requirements of the latest PWA 1201, P1TF28, P1TF73 and ASTM B299
specifications, may be permitted to be shipped to RMI Titanium when
approved by RMI's Quality Assurance Department - Raw Material and
Melting Control section.
* 2.2 Chemistry of each sponge run (or lot) used to produce a sponge
blend must meet the chemistry limits listed in Table 1. A sponge
run (or lot) that does not meet the chemistry limits of Table I
shall not be used.
3.0 INSPECTION:
3.1 Statistical Process Control
___________________________
The sponge source shall have inspection procedures and control
points, as agreed upon by the purchaser, in the process to detect
and prevent the formation of deleterious inclusions or other
defects. Measurements of these control points shall be regularly
plotted on statistical quality charts for trend analysis and
corrective action. The control charts shall be available for review
by the purchaser.
* Denotes change and/or addition.
RMI Titanium Company Page 1 of 5
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED PREMIUM TITANIUM SPONGE - OREMET
SPECIFICATION NO. M-130-OR
DATE ISSUED 9/20/87
DATE REVISED 10/08/91
DATE REVISED
* 3.2 Visual Examination
__________________
The sponge source shall visually examine a representative sample of
at least 5 percent by weight of each sponge run. Any off-color or
suspect particles from this sample shall be removed and classified.
Any suspect particles suspected of being high in nitrogen shall be
chemically analyzed. The run shall not be permitted for this
specification if any particle exceeds a nitrogen content of 0.20
percent. Sponge runs shall be inspected and tested prior to
blending.
3.3 Sponge Fire
___________
Any sponge run or blend involved in a sponge fire at any stage of
processing shall not be permitted for this specification. A sponge
fire is defined as any self-sustaining, combustion reaction
occurring in sponge metal which results in, and is evidenced by,
noticeable discoloration and/or oxidation or nitrogen contamination
of the product.
4.0 IDENTIFICATION:
______________
4.1 Each container shall be identified with the sponge run or blend
number, marked as being premium grade sponge and containing RMI
Titanium Company purchase order number.
5.0 CERTIFICATION:
_____________
* 5.1 Furnish complete chemical analysis of all elements listed in Table
1. Also include sponge size. Send certification to the Quality
Assurance Department - Raw Materials and Melting Control section.
* 5.2 A one pound true sponge test sample (that truly represents the
sponge contained in a sponge run or sponge blend) or a one pound
button melt produced from this true sample shall be supplied, at
the time of shipment, on each sponge run or sponge blend shipped to
RMI Titanium Company when requested by RMI's Quality Assurance
Depart. and stated on RMI's purchase order.
* Denotes change and/or addition.
RMI Titanium Company Page 2 of 5
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED PREMIUM TITANIUM SPONGE - OREMET
SPECIFICATION NO. M-130-OR
DATE ISSUED 9/20/87
DATE REVISED 10/08/91
DATE REVISED
5.3 Vendor shall certify that each lot of sponge has been produced by
the approved process. RMI Titanium Company shall be notified in
writing of any significant changes in the production of the sponge.
5.4 Each lot or blend shall be homogeneous.
* 5.5 The vendor shall maintain detailed records concerning the
production and testing of the sponge and shall be available for
review by RMI Titanium Company's personnel. These records shall be
maintained for at least 30 years.
5.6 The vendor shall have a statistical quality control procedure
approved by RMI Titanium Company.
* 5.7 The vendor shall certify that the sponge has been produced in
accordance with all existing vendor agreements and sponge
specifications (including PWA 1201, GE P1TF28, and P1TF73 latest
revisions). The names of the customers and dates of agreements
shall be included in the certification. All sponge specification
numbers and effective dates shall also be included.
6.0 SHIPPING INSTRUCTIONS:
_____________________
Ship in sealed water-proof containers. Each container shall be properly
identified. The container shall be able to be removed by a fork-lift
truck at RMI Titanium Company.
* Denotes change and/or addition.
Prepared by: /s/ David M. Shellito 10-3-91
___________________________________ _______
D. M. Shellito, Manager Date
Raw Materials Melting
Approved by: /s/ S. R. Giangiordano 10-4-91
___________________________________ _______
S. R. Giangiordano, General Manager Date
Process Control
/s/ W. J. Schoenfeld 10-4-91
___________________________________ _______
W. J. Schoenfeld, Vice President Date
Technology and Quality Assurance
/s/ J. D. Page 10/8/91
___________________________________ _______
J. D. Page, Vice President - Operations Date
Niles Plant
RMI Titanium Company Page 3 of 5
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED PREMIUM TITANIUM SPONGE - OREMET
SPECIFICATION NO. M-130-OR
DATE ISSUED 9/20/87
DATE REVISED 10/08/91
DATE REVISED
<TABLE>
<CAPTION
TABLE I
IMPURITY WEIGHT PERCENT
<S> <C>
Carbon 0.020 Max.
Nitrogen 0.015 Max.
Magnesium 0.25 Max.
Aluminum 0.05 Max.
Nickel 0.02 Max.
Chromium 0.03 Max.
Tin 0.03 Max.
Chlorine 0.20 Max.
Iron 0.15 Max.
Silicon 0.04 Max.
Hydrogen 0.01 Max.
Oxygen 0.10 Max.
Water 0.02 Max.
Other Elements, each 0.02 Max.
Other Elements, total 0.05 Max.
Titanium Remainder
Hardness 120 BHN Max.
</TABLE>
RMI Titanium Company Page 4 of 5
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED PREMIUM TITANIUM SPONGE - OREMET
SPECIFICATION NO. M-130-OR
DATE ISSUED 9/20/87
DATE REVISED 10/08/91
DATE REVISED
CHANGE HISTORY:
Revision dated 10-8-91
_______
Para. 1.1.3 Changed to read -1/2 inch to +20 mesh, 98% minimum
Para. 2.1 Added
Para. 2.2 Added
Para. 3.2 Changed nitrogen content from 0.50 to 0.20 percent
Para. 5.2 Added
Para. 5.5 Changed years records to be maintained from 20 to 30 years.
Added Table I
RMI Titanium Company Page 5 of 5
<PAGE>
SPECIFICATION EXHIBIT B
_________
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
PURPOSE:
_______ The specification details the requirements to be met for the
purchase of titanium sponge and titanium sponge fines for
non-premium grade applications.
1.0 GENERAL:
_______
1.1 Definitions:
___________
1.1.1 Sponge blend A homogeneous mixture of more than
one sponge run (batch lot of sponge).
1.1.2 Sponge run A single homogeneous sponge batch not
blended with any other sponge batch.
1.1.3 Sponge size -1/2 inch to +20 mesh, 98% minimum.
Sponge fines size -20 mesh
2.0 CHEMISTRY:
_________ Titanium sponge - as listed in Table I
Titanium sponge fines - as listed in Table II
2.1 Any sponge run, sponge blend, or sponge fines lot not meeting this
specification shall be brought to the attention of the Quality
Assurance Department of RMI Titanium Company ("RMI"). The sponge
or fines may be permitted to be shipped to RMI when approved by the
Quality Assurance Department - Raw Material Control section.
Disposition of such material shall be based on end-use customers'
chemistry requirements.
2.2 Chemistry of each sponge run (or lot) used to produce a sponge
blend must meet the chemistry limits listed in Table I. A sponge
run (or lot) that does not meet the chemistry limits of Table I
shall not be used.
3.0 INSPECTION:
__________
* 3.1 Inspection of the Sponge Cake:
_____________________________
The sponge cake shall be visually inspected, when the retort lid is
removed, to detect sponge involved in a fire and/or sponge that may
cause deleterious inclusions or other defects. Sponge runs (other
than those runs involved in a fire) shall be considered acceptable
after all the suspected sponge has been removed and discarded.
* Denotes change and/or addition.
RMI Titanium Company Page 1 of 6
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
3.2 Statistical Process Control:
___________________________
The sponge source shall have inspection procedures and control
points, as agreed upon by the purchaser, in the process to detect
and prevent the formation of deleterious inclusions or other
defects. Measurements of these control points shall be regularly
plotted on statistical quality charts for trend analysis and
corrective action. The control charts shall be available for
review by the purchaser.
3.3 Sponge Fire:
___________
Any sponge run, sponge blend, or sponge fines involved in a sponge
fire at any stage of processing shall not be permitted for this
specification. A sponge fire is defined as any self-sustaining,
combustion reaction occurring in sponge metal which results in, and
is evidenced by, noticeable discoloration and/or oxidation or
nitrogen contamination of the product.
4.0 IDENTIFICATION:
______________
4.1 Each container shall be identified with the sponge run number,
sponge blend number, or sponge fines lot number, marked as being
non-premium grade sponge and containing RMI purchase order number.
5.0 CERTIFICATION:
_____________
5.1 Furnish complete chemical analysis of all elements listed in Table
I (for titanium sponge), or Table II (for titanium sponge fines).
Also include sponge or sponge fines size. Send certification to
the Quality Assurance Department - Raw Material Control section.
5.2 A one pound true test sample (that truly represents the sponge
contained in a sponge run, sponge blend, or sponge fines lot) or a
one pound button melt produced from this true sample shall be
supplied, at any time of shipment, on each sponge run, sponge
blend, or sponge fines lot shipped to RMI when requested by RMI's
Quality Assurance Department and stated on RMI's purchase order.
RMI Titanium Company Page 2 of 6
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
5.3 Vendor shall certify that each lot of sponge or lot of sponge fines
has been produced by the approved process. RMI shall be notified in
writing of any significant changes in the production of the sponge
or sponge fines.
5.4 Each sponge lot, sponge fines lot, or sponge blend shall be
homogeneous.
5.5 The vendor shall maintain detailed records concerning the
production and testing of the sponge and fines, and shall be
available for review by RMI's personnel. These records shall be
maintained for at least 30 years.
5.6 The vendor shall have a statistical quality control procedure
approved by RMI.
6.0 SHIPPING INSTRUCTIONS:
_____________________
Ship in sealed water-proof containers. Each container shall be
properly identified. The container shall be able to be removed by a
fork-lift truck at RMI.
Prepared by: /s/ David M. Shellito 12/10/92
___________________________________ ________
D. M. Shellito, Manager Date
Raw Material Control
Approved by: /s/ S. R. Giangiordano 12/11/92
___________________________________ ________
S. R. Giangiordano, General Manager Date
Metallurgy & Process Control
/s/ R. E. Ivory 12/10/92
___________________________________ ________
R. E. Ivory, General Manager Date
Quality Assurance
/s/ J. D. Page 12/11/92
___________________________________ ________
J. D. Page, Senior Vice President Date
Operations
RMI Titanium Company Page 3 of 6
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
<TABLE>
<CAPTION>
TABLE I
(TITANIUM SPONGE)
IMPURITY WEIGHT PERCENT
<S> <C>
Carbon 0.020 Max.
Nitrogen 0.015 Max.
Magnesium 0.25 Max.
Aluminum 0.05 Max.
Nickel 0.02 Max.
Chromium 0.03 Max.
Tin 0.03 Max.
Chlorine 0.20 Max.
Iron 0.27 Max.
Silicon 0.04 Max.
Hydrogen 0.01 Max.
Oxygen 0.16 Max.
Water 0.02 Max.
Other Elements, each 0.02 Max.
Other Elements, total 0.05 Max.
Titanium Remainder
Hardness 140 BHN Max.
</TABLE>
RMI Titanium Company Page 4 of 6
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
<TABLE>
<CAPTION>
TABLE II
(TITANIUM FINES)
IMPURITY WEIGHT PERCENT
<S> <C>
Carbon 0.030 Max.
Nitrogen 0.022 Max.
Magnesium 0.25 Max.
Aluminum 0.07 Max.
Nickel 0.045 Max.
Chromium 0.10 Max.
Tin 0.03 Max.
Chlorine 0.25 Max.
Iron 1.0 Max.
Silicon 0.04 Max.
Hydrogen 0.01 Max.
Oxygen 0.20 Max.
Water 0.20 Max.
Other Elements, each 0.02 Max.
Other Elements, total 0.05 Max.
Titanium Remainder
Hardness 210 BHN Max.
</TABLE>
RMI Titanium Company Page 5 of 6
<PAGE>
SPECIFICATION
TYPE RAW MATERIALS PURCHASING SPECIFICATION
TITLE PURCHASED NON-PREMIUM TITANIUM SPONGE
AND TITANIUM SPONGE FINES - OREMET
SPECIFICATION NO. M-131-OR
DATE ISSUED 9/20/87
DATE REVISED 12/11/92
CHANGE HISTORY:
______________
Revision dated 10/18/91
________
Specification changed to include titanium sponge fines - Oremet.
Para. 1.1.3 Changed to read: -1/2 inch to +20 mesh, 98% minimum
Added sponge fines size -20 mesh
Para. 2.2 Added
Para. 5.2 Added
Para. 5.5 Changed years records to be maintained from 20 to 30 years
Added Table I and Table II
Revision dated 12/11/92
________
Para. 3.1 Added
RMI Titanium Company Page 6 of 6
<PAGE>
EXHIBIT B
Addendum to Table I of M-130-OR
Magnesium 0.25 Max. (Ave. <less than or equal to> 0.15)
Iron 0.15 Max. (Ave. <less than or equal to> 0.12)
Oxygen 0.10 Max. (Ave. <less than or equal to> 0.055)
Addendum to Table I of M-131-OR
Magnesium 0.25 Max. (Ave. <less than or equal to> 0.20)
Iron 0.27 Max. (Ave. <less than or equal to> 0.13)
Oxygen 0.16 Max. (Ave. <less than or equal to> 0.07)
<PAGE>
EXHIBIT C
Terms and conditions of delivery, measurement and sampling,
and methods of analysis of TiCl4 delivered by RMI.
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 ANALYTICAL METHOD
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC AM-TS-2
REV. 4
ISSUED Aug. 1978
REVISED 2/26/92
PAGE 1 OF 5
TITLE: SPECTROCHEMICAL ANALYSIS OF TITANIUM METAL AND TICL4 BY THE DRY
POWDER DC ARC TECHNIQUE
__________________________________________________________________________
1. SCOPE:
_____
This method provides for the semi-quantitative determination of the following
elements in titanium and titanium alloys in the concentration ranges shown:
<TABLE>
<CAPTION>
ELEMENT CONCENTRATION RANGE (ppm) ANALYTICAL LINE (angstrom)
_______ _________________________ __________________________
<S> <C> <C>
Aluminum 10-1000 3082.2
Boron* 5-1000 2497.7
Calcium 10-1000 4226.7
Chromium 10-1000 4254.4
Cobalt 10-1000 3453.5
Copper 10-1000 3247.5
Iron 10-1000 3020.1
Lead 50-1000 2833.1
Magnesium 10-1000 2852.1
Manganese 10-1000 2798.3
Molybdenum 10-1000 3170.4
Nickel 10-1000 3414.8
Silicon 10-1000 2516.1
Tin 50-1000 3175.1
Tungsten** 200-1000 4302.1
Vanadium 10-1000 3185.4
* For 10ppm or less Boron, use procedure for low B in titanium.
** Use procedure for Tungsten in titanium.
</TABLE>
2. SUMMARY OF METHOD:
_________________
Samples and standards are converted to oxides. The oxide is mixed with a
carrier and weighed into a graphite electrode for D.C. excitation.
Analytical lines are compared visually with a standard film which covers
the concentration ranges of the analytes.
3. APPARATUS:
_________
3.1 Excitation source-Zeebac D.C. source.
3.2 Spectrograph-ARL 2 meter
3.3 Photographic emulsion-Eastman SA-1 35mm film
3.4 Developing equipment-ARL film processor & Drier
3.5 Densitometer-JACo Model 2100
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 ANALYTICAL METHOD
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC AM-TS-2
REV. 4
ISSUED Aug. 1978
REVISED 2/26/92
PAGE 2 OF 5
TITLE: SPECTROCHEMICAL ANALYSIS OF TITANIUM METAL AND TICL4 BY THE DRY
POWDER DC ARC TECHNIQUE
__________________________________________________________________________
4. PROCEDURE:
_________
4.1 PREPARATION:
4.1.1 Standards:
Standards are prepared by grinding 3.1726 grams of
titanium oxide (TiO2, SPEX 5-9's) with 0.1575 grams of
SPEX MIX #1000 in an agate mortar to produce a 1000ppm
standard oxide. Portions of this standard are diluted
with TiO2 and ground to produce standard oxides with the
concentrations of: 10, 25, 50, 100, 250, 500, & 1000ppm.
Fifty mgs of each standard oxide is mixed with 50 mgs of
Gallium oxide carrier (1:1 Ga2O3 and High purity
graphite) in a wiggle-bug for one minute. Fifty mgs of
each mixture is tamped into a crater electrode
(001255-12).
* For low boron in titanium, standard oxides are prepared
as above to give the following concentrations: 5, 10, 25,
50, & 100 ppm. Forty mg of each standard oxide is mixed
with twenty-five mg of boron carrier (1:1 BaF and high
purity graphite) in a wiggle-bug for one minute. The
entire mixture is tamped into a crater electrode
(001255-12).
** For tungsten in titanium, standard oxides are prepared as
above to give the following concentrations: Blank, 100,
200, 500, & 1000 ppm. Seventy-five mg of each standard
oxide is mixed with twenty-five mg Zr carrier (4:2 AgCl
and Ga2O3) in a wiggle-bug for one minute. The entire
mixture is then tamped into a crater electrode
(001255-12).
4.1.2 Samples:
Five grams of sample are dissolved in 100 ml of
concentrated HCl in a 400 ml PYREX beaker on a medium
heat hot plate. If the five gram in 100 ml conc. HCl
solution is not available, approximately 1/3 gram of
sample may be dissolved with 5 ml of concentrated HCl in
a covered TEFLON beaker. Dissolution takes about four
hours on a medium hot plate. A two ml aliquot is taken
from this solution placed in a platinum dish and dried on
a high heat hot plate.
The dish is placed in a 500 degree C muffle furnace for
two hours. The sample oxide is then removed, cooled,
ground and mixed with the appropriate carrier and placed
in a crater electrode in the same manner as the standard
oxides in 4.1.1.
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 ANALYTICAL METHOD
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC AM-TS-2
REV. 4
ISSUED Aug. 1978
REVISED 2/26/92
PAGE 3 OF 5
TITLE: SPECTROCHEMICAL ANALYSIS OF TITANIUM METAL AND TICL4 BY THE DRY
POWDER DC ARC TECHNIQUE
__________________________________________________________________________
4.1.3 Impurities in Titanium Tetrachloride (TiCl4).
Samples of TiCl4 are received into the lab as a
mixture of distilled-deionized water and TiCl4. The
TiCl4 can be in solution or may already be TiO2
(suspended or dropped out). NOTE: shake the sample
in order to suspend any TiO2 that has settled and to
insure complete transfer of sample. Pour this slurry
in a clean Vitreosil dish. The sample is then placed
on the high heat hot plate to dry. Follow procedure
in 4.1.2 paragraph 2 for impurities in titanium.
4.2 EXCITATION AND EXPOSURE CONDITIONS:
4.2.1 Source-12 amp DC arc (Impurities & W in Ti)
-10 amp DC arc (B in Ti)
4.2.2 Spectral region-2200..4700 A (Impurities & W in Ti)
-2500..5000 A (B in Ti)
4.2.3 Slit width-20 microns
4.2.4 Analytical gap-3mm
4.2.5 Exposure time-30 sec. (Impurities & B in Ti)
-45 sec. (W in Ti)
4.2.6 Transmission filter-12% (2-7) Impurities
-100% (1-5) B in Ti
-50% (4-5) W in Ti
4.2.7 Photographic emulsion-SA-1
4.2.8 Counter electrode-000899-12
4.3 PHOTOGRAPHIC PROCESSING:
4.3.1 Eastman D-19 developer
4.3.2 Eastman Rapid Fixer
4.3.3 The film is processed in accordance with the recommended
practices for photographic processing ASTM E115.
4.4 PHOTOMETRY:
4.4.1 The analytical lines are visually compared with a market
film prepared with standard oxides. Each sample film
contains a low standard, ie 10ppm B or 200 ppm W.
<PAGE>
LOGO
OREGON METALLURGICAL CORPORATION OREMET
530 W. 34th Avenue P.O. Box 580 ANALYTICAL METHOD
Albany, Oregon 97321
Phone (503) 926-4281 TWX 510-595-0974
OMC AM-TS-2
REV. 4
ISSUED Aug. 1978
REVISED 2/26/92
PAGE 4 OF 5
TITLE: SPECTROCHEMICAL ANALYSIS OF TITANIUM METAL AND TICL4 BY THE DRY
POWDER DC ARC TECHNIQUE
__________________________________________________________________________
PREPARED BY: /s/ Linda K. Dougherty
________________________________
Linda K. Dougherty
Chemist III
APPROVED BY: /s/ Steven T. Wichman
________________________________
Steven T. Wichman
Manager, Analytical
Services
